Abstract HIV is no longer an acutely fatal disease. In fact, individuals living with HIV in the U.S. can now expect to live close to a normal lifespan with ongoing medical care. As a result, the population of individuals in the U.S. living with HIV is aging. Older, HIV-infected women are at risk for worse health outcomes than men. For example, older HIV-infected women experience greater levels of chronic pain and fatigue than their male counterparts, report lower levels of health related quality of life than men, and experience greater numbers of HIV-related health events and greater mortality than men. With respect to psychological and behavioral challenges, older HIV-infected women experience high rates of depression, challenges negotiating healthy sexuality, social isolation, stigma, and reduced adherence to antiretroviral therapy. Stress can worsen or perpetuate chronic illnesses, such as HIV. Few interventions to manage the stress of managing a life threatening illness have been developed for older adults with HIV; none focus on women, nor do existing interventions use a ?strengths based? approach, such as developing skills that lead to greater resilience. To lay the groundwork for this work, we collected formative, qualitative data from HIV-infected women over 50 on the experience of aging as a woman with HIV in order to understand stressors and needs unique to this population. These data highlighted ways in which older women can be resilient in the face of HIV. Our colleagues at the Benson-Henry Institute for Mind-Body Medicine at Massachusetts General Hospital have developed a mind-body medicine resiliency intervention (?3RP intervention?) based on over 40 years of clinical work and research that has shown to decrease medical symptoms (overall, blood pressure, headaches, improved sleep, medication reduction), anxiety, distress, and stress among a variety of medical populations. The goal of this application is to refine and tailor the 3RP intervention to meet the specific needs of older, HIV-infected women and to complete a pilot study that will yield information on the acceptability and feasibility of studying the intervention in this group of patients. We will investigate the acceptability and feasibility in two phases. After we refine the intervention, we will test the intervention among two small groups of older, HIV-infected women. After we make any necessary changes, we will then conduct a small randomized pilot in which participants are randomized to the revised 3RP intervention or a control group. The data from this study will inform a larger study to further test the effect of the intervention and to investigate how to best deliver it so it can benefit as many older, HIV-infected women as possible.